How to change your company name by special resolution
There are two ways of changing your company name; by written resolution or by special resolution. This article details how to change company name by special resolution.
A change of name occurs when the company is given a new name that is different to its former registered name. For example, a company might change from being named "Aardvark Games Limited" to "Aardvark Entertainment Limited".
A change of name does not occur when a company decides to change its status, such as from a public company (plc) to a private limited company (ltd). This type of change is called re-registration.
Nor does a change of name occur if a company carries on business under a name that is not its registered name. For example, "Aardvark Games Limited" might trade as "Aadvark Computer Games". But if any business does trade under a tradename, the registered name must be displayed on documents, websites and signs at its premises.
There are two ways in which a company can change its name.
The first is that the shareholders (or members) pass a special resolution at a general meeting.
The second is that the shareholders (or members) sign a written resolution that the name of the company should be changed to the new name.
To pass either resolution, shareholders representing not less than 75% of the total voting rights of eligible shares must agree to the motion.
A signed copy of the resolution should then be sent to Companies House (CH), together with Form NM01 and the fee. A copy of the amended articles of association (in the new name) must also be sent in at the same time as the change of name resolution.
If the new name and the documents are acceptable, CH will process the resolution and issue a Certificate of Incorporation on Change of Name. A company’s name is not changed until Companies House has issued this certificate.
If all the documents are correct, CH will normally process the documents within five working days from receipt.
A company may also file a conditional resolution stating that the company will change its name if certain conditions are satisfied. Companies House will register the conditional resolution, but will not issue a certificate of change of name until it has received written confirmation that the condition has been satisfied.
You can combine a resolution for change of name with a resolution for a change of status, for example, resolving to change the name from ABC Limited to XYZ PLC.
All the documentation necessary for a change of name and change of company status must be filed at the same time along with the fees for both.
A company can also change from being a public limited company to being a private limited company, but only if the necessary majority of the company members have agreed to the change.
Companies House may reject the new name if it:
- is the same as the name of another company already registered on the index
- includes the words "limited", "unlimited", "public limited company" or "community interest company" anywhere except at the end of the name
- ends with "common hold association limited" unless the company is a common hold association
- ends with "community interest company", "community interest public limited company" unless the company is a community interest company
- ends with "Right to Manage" or "RTM company limited" unless the company is an RTM company
- ends with LLP unless it is an LLP
- could be offensive
- is one the use of which would be a criminal offence
- includes any of the following (unless it is one of these company types), anywhere, in the company name:
- "investment company with variable capital"
- "open-ended investment company"
- "limited liability partnership"
- the abbreviation "SE" (or the abbreviation "SE" bracketed or with other punctuation marks before or after the abbreviation)
These apply equally to abbreviations or the Welsh equivalent of the words in the name.
In addition, some names need the approval of the Secretary of State before they can be registered. These include names which contain words prescribed by regulations and names which suggest a connection with Her Majesty’s Government, or local government.
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